THE 


AMERICAN 


or 

J 


HAMBER  OF  COMMERCE. 


WASHINGTON  D.  C 


4 


be  limited  to  five  dollars,  and  as  every  respectable  citizen  is  eligible  for 
membership,  it  is  hoped  that  all  good  citizens  of  these  United  States  may  be 
induced  to  join  in  this  new  departure  for  their  interest. 

The  American  Chamber  of  Commerce  now  forms  the  centre  of  all 
action  in  relation  to  the  trade,  commerce,  railroads,  shipping,  mining,  and 
agriculture  of  the  nation.  In  many  respects  it  will  correspond  to  the  Board 
of  Trade  of  Great  Britain,  which  is  a department  of  Her  Majesty’s  govern- 
ment. It  is  in  direct  relationship  with  every  Board  of  Trade  in  this 
country,  and  with  similar  bodies  in  all  the  countries  of  Europe  and  Asia. 

Having  an  office  and  officers  in  Washington,  it  is  the  commercial  and 
agricultural  medium  between  the  industry  and  wealth  of  the  country  and 
Congress.  More  than  this,  it  will  keep  the  executive  departments  informed 
of  facts  which  will  enable  the  government  to  assist  rather  than  to  impede 
trade  and  commerce.  The  New  York  office  will  have  no  local  character, 
because  the  institution  of  the  American  Chamber  of  Commerce  is  entirely 
national,  but  it  is  of  great  consequence  that  at  the  principal  port  where 
foreigners  arrive  and  merchandise  is  brought,  there  should  be  an  executive 
representation  of  the  Board  to  promote  interests  of  international  commerce. 
At  the  Convention  of  the  Chamber,  delegates  from  all  local  Boards  and 
Chambers  will  be  invited,  so  that  the  representative  character  of  the 
American  Chamber  of  Commerce  may  be  doubly  guaranteed. 


American  Chamber  of  Commerce, 

MANUFACTURES,  TRADE,  AND  AGRICULTURE. 

IM 

PRESIDENT: 

Ho n.  MILES  ROSS New  Brunswick,  N.  J. 


VICE-PRESIDENTS: 

G.  W.  CHATER  CLARKE Clarke,  Chi  tty  & Clarke,  New  York 

City. 

Hon.  ANGUS  CAMERON., United  States  Senator,  La  Crosse, 

Wis. 

Hon.  H.  J.  HOPPER Mayor  of  Jersey  City. 

Hon.  J N.  CAMDEN President  First  National  Bank, 

Parkersburg,  W.  Ya. 

Hon.  JOHN  E.  WARD Ex-ambassador  to  China,  New  York 

City. 

A.  L.  GREER Covington,  Ky. 

Ex-Gov.  ROBT.  W.  FURNAS Brownville,  Neb. 

Hon.  FRANCIS  B.  HAYES Boston,  Mass. 

Ex-Gov.  PRESTON  H.  LESLIE,  . . . .Glasgow,  Ky. 

Hon.  A.  A.  HARDENBURGH President  Hudson  County  Bank, 

Jersey  City,  N.  J. 

Hon.  W.  H.  BARNUM Judge  Circuit  Court,  Chicago,  111. 

IIon.  HENRY  FRALICK Director  City  National  Bank,  Grand 

Rapids,  Mich. 

Hon.  OSWALD  OTTENDORFER.  .New  York  City. 

Ex-Gov.  D B.  PENN New  Orleans,  La. 

Hon.  D.  C.  CORBIN The  Corbin  Banking  Company,  New 

York  City. 

TREASURER  : 

V.  K.  STEVENSON President  Real  Estate  Trust  Com- 

pany, New  York  City. 

secrp:tary  : 

A.  TUCKERMAN  CLARKE Washington,  D.  C.,  and  New  York. 


OFFICES  : 

RIGGS  HOUSE,  WASHINGTON,  I).  C.,  and 
141  BROADWAY,  NEW  YORK. 


EXECUTIVE  COUNCIL: 


Chairman  G.  W.  CHATER  CLARKE,  Clarke,  Chitty  & Clarke, 
New  York  City. 

J.  T.  GATHRIGHT J.  T.  Gathright  & Look,  Louisville,  Ky. 

EDMUND  T.  ALLEN St.  Louis,  Mo. 

JAMES  M.  BROWN President  First  National  Bank,  Galves- 

ton, Texas. 

Hon.  JOSEPH  H.  ACKLEN. . . .Member  of  Congress,  New  Orleans,  La. 

GEO.  W.  JONES President  Miami  Valley  Insurance  Co., 

Cincinnati,  Ohio. 

Hon.  J.  N.  CAMDEN President  First  National  Bank,  Parkers- 

burg, W.  Va. 

SIMON  STERNE Sterne,  Hud  son  & Straus,  New  York  City. 

JOSEPH  GOETTER Lehman,  Durr  & Co  , Montgomery,  Ala. 

M.  H.  CLARK M.  H.  Clark  & Bro.,  Clarksville,  Tenn. 

C.  H.  CHAPIN President  Bank  of  Rochester,  N.  Y. 

JOHN  B.  DAVIS President  Planters’  National  Bank, 

Richmond,  Va. 

CHAS.  H.  SIMONTON Simonton  & Barker,  Charleston,  S.  C. 

G.  W.  HUTCHESON G.W.  Hutcheson  & Co., Vicksburg,  Miss. 

WM.  A.  SWEET President  Sweet’s  Manufacturing  Co. 

Syracuse,  N.  Y. 

WM.  W.  CONVERSE  Winchester  Repeating  Arms  Co.,  New 

Haven,  Conn. 

EDWARD  S.  MOSELEY President  Mechanics’  National  Bank, 

New  bury  port,  Mass. 

THOS.  B.  ATTERBURY Atterbury  & Co. , Pittsburg,  Pa. 

Hon.  FRANCIS  B.  HAYES Boston,  Mass. 

J.  B.  FICKLEN J.  B.  Ficklen  & Sons,  Fredericks- 

burg, Va. 

Hon.  ROGER  AVERILL Ex-Lieut. -Governor,  Danbury,  Conn. 

HORACE  F.  WHITMAN  Stephen  F.  Whitman  & Son,  Phila- 

delphia, Pa. 

CHARLES  RENAULD Renauld,  Francois  & Co.,  New  York  City. 

WM.  G.  DAVIS Portland  Packing  Co.,  Portland,  Me. 

Gen’l  J.  PARKE  POSTLES. ..  .Wilmington,  Del. 

J.  C.  MERRILL J.  C.  Merrill  & Co.,  San  Francisco,  Cal. 

FREDERIC  KUHNE Knauth,  Nachod  & Kuhne,  New  York 

City. 


7 


COMMERCIAL  LAW  COMMITTEE. 


Hon.  HOMER  A.  NELSON,  Chairman. 

THOMAS  WINSOR,  ) Vl0B  Ch. 

SIMON  STERNE,  ) 


AIRMEN. 


Hon.  JOSEPH  H.  ACKLEN, ..  .Member  of  Congiess,  New  Orleans,  La. 

Hon.  ROGER  AVERILL Ex-Lieut.  Governor,  Danbury,  Conn. 

GEO.  W.  ANDREWS Wapakoneta,  Ohio. 

EDMUND  T.  ALLEN St.  Louis,  Mo. 

Hon.  W.  R.  BEEBE Beebe,  Wilcox  & Hobbs,  New  York  City. 

Hon  H.  G.  BOND New  York  City. 

JOHN  F.  BAKER Baker  & Sperry,  New  York  City. 

A.  BLUMENSTEtL Blumensteil  & Hirsck,  New  York  City. 

Hon.  HENRY  BUTTERFIEL D. Butterfield  & Perkins,  Erie,  Pa. 

Hon.  WM.  H.  BARNUM Judge  Circuit  Court,  Chicago,  111. 

G.  W.  C.  CLARKE Clarke,  Chitty  & Clarke,  New  York  City. 

GEO.  R.  DUTTON New  York  City. 

Hon.  A.  J.  DITTENHOEFER.  .Ex- Judge,  New  York  City. 

J.  M.  FALKNER Montgomery,  Ala. 

JAMES  PEERS  FOSTER  Foster,  Wentworth  & Foster,  New  York 

City. 

NATHAN  FRANK Patrick  & Frank,  St.  Louis,  Mo. 

Hon.  FRANCIS  B.  HAYES. . . .Boston,  Mass. 

HENRY  M.  HERMAN Leavenworth,  Kan. 

EDGAR  A HUTCHINS New  York  City. 

Ex-Gov.  PRESTON  H.  LESLIE. Glasgow,  Ky. 

HORACE  LURTON Clarksville,  Tenn. 

LOUIS  N.  LEVY New  York  City. 

E.  T.  MERRICK  Merrick,  Race  & Foster,  New  Orleans,  La. 

ADOLPH  MOSES Chicago,  111. 

Hon.  HOMER  A.  NELSON. . . .New  York  City. 

Hon.  L.  BRADFORD  PRINCE..  Chief  Justice,  Santa  Fe,  New  Mexico. 

RASTUS  S.  RANSOM Arthur,  Phelps,  Knevals  & Ransom. 

New  York  City. 

B.  H.  RUTLEDGE Rutledge  & Young,  Charleston,  S.  C. 

SIMON  STERNE Sterne,  Hudson  & Straus,  New  York 

City. 

CHARLES  H.  SIMONTON Simonton  & Barker,  Charleston,  S.  C. 

JOHN  W.  A.  SANFORD Montgomery,  Ala. 

G.  WAITE  TUBBS New  York  City. 

THOMAS  WINSOR Winsor  & Marsh,  New  York  City. 

HON.  BENJ  A.  WILLIS New  York  City. 

Hon.  JOHN  E.  WARD New  York  City. 

H.  M.  WHITEHEAD New  York  City. 


8 


COMMISSIONERS 

in  States  and  Territories,  to  correspond  with  and  assist  the  Executive 
Council  on  all  matters  of  importance  affecting  Commerce,  Trade,  Manu 
factures,  Mining,  and  Agriculture  in  their  respective  sections  of  the 
Country. 

ALABAMA. 

Col.  JOHN  W.  A.  SANFORD Montgomery. 

M.  P.  LE  GRAND Le  Grand  & Co.,  Montgomery. 

JOSEPH  GOETTEIi Lehman,  Durr&  Co.,  Montgomery. 

JAMES  A.  FARLEY Farley,  Spear  & Co.,  Montgomery. 

CALIFORNIA. 

EDWARD  J.  WICKSON Editor  Pacific  Rural  Press,  San 

Francisco. 

J.  C.  MERRILL J.  C.  Merrill  & Co.,  San  Francisco. 

COLORADO. 

BILA  S.  BUELL Little  Pittsburg  Consolidated  Mining 

Company,  New  York  & Denvir. 

CONNECTICUT. 

Prof.  JOHN  F.  WEIR Yale  School  of  Fine  Arts,  New 

Haven,  Conn. 

Hon.  T.  S.  GOLD Secretary  Connecticut  Board  of 

Agriculture,  West  Cornwall. 

DELAWARE. 

Gen’l  J.  PARKE  POSTLES Wilmington. 

HARBESON  HICKMAN Lewes. 

JOB  H.  JACKSON Delaware  Car  Works,  Wilmington. 

FLORIDA. 

Major  A.  J.  RUSSELL Jacksonville. 

C.  E.  DYKE Weekly  Floridian , Tallahassee. 

Gen’l  E.  A.  PERRY Pensacola. 

GEORGIA. 

WILLIAM  T.  THOMPSON Savannah. 

ILLINOIS. 

S.  S.  MANN Mann,  Hapgood  & Co.,  Elgin. 

D.  E.  WOOD D.  E.  Wood  & Co.,  Huntley. 

INDIANA. 

R.  C.  J.  PENDLETON Agent  Canada  Fast  Freight  Line, 

Indianapolis. 

Hon.  ROBERT  MITCHELL President  Indiana  State,  Board  of 

Agriculture,  Frinceton. 


9 


IOWA. 

Hon.  A.  G.  ADAMS Burlington. 

Hon.  WM.  R.  SMITH Sioux  City. 

Hon.  N.  B.  COLLINS Des  Moines. 

KANSAS. 

JOHN  KELLY Blendon. 

KENTUCKY. 

Ex-Gov.  PRESTON  H.  LESLIE. ..  .Glasgow. 

Hon.  M.  H.  OWSLEY Lancaster. 

LOUISIANA. 

Hon.  J.  HENRY  BEHAN Department  of  Commerce,  New 

Orleans. 

A.  N.  S.  LAND  AUER Louis,  Ranger  & Co.,  New  Orleans. 

MAINE. 

Portland  Packing  Co.,  Portland. 
Waterville. 

Burgess,  O’Brien  & Co.,  Thomaston. 
Eastport. 

MARYLAND. 

HERVEY  SHRIVER Shriver  Bros. , Baltimore. 

MASSACHUSETTS. 

Hon.  FRANCIS  B.  HAYES Boston. 

* 

MICHIGAN. 

Hon.  HENRY  FRALICK Director  City  National  Bank,  Grand 

Rapids. 

W.  O.  HUGH  ART Land  Commissioner,  Grand  Rapids 

& Ind.  R.  R.  Co.,  Grand  Rapids. 

Hon.  H.  C.  POTTER Receiver,  Flint  & Pere  Marquette 

Railway,  East  Saginaw. 

MINNESOTA. 

E.  PAGE  DAYIS Real  Estate,  New.,York  City. 

MISSISSIPPI. 

HENRY  FRANK Natchez. 

Gen’l  E.  C.  WATTHALL Grenada. 

L.  A.  CAMPBELL Planters’  Cotton  Press  Storage  and 

Transfer  Association,  Vicksburg. 

NEBRASKA. 

CHARLES  H.  DEWEY Dewey  & Stone,  Omaha. 

Ex-Gov.  ROBT.  W.  FURNAS Brownville. 

Hon.  J.  STERLING  MORTON Nebraska  City. 


WM.  G.  DAVIS 

EDWIN  NOYES 

E.  K.  O’BRIEN 

SAMUEL  D.  LEAVITT 


10 


NEVADA. 

JOSEPH  B.  MALLIN J.  & J.  B.  Mallin,  Virginia  City. 

NEW  JERSEY. 

Hon.  FRED.  G.  WOLBERT Jersey  City. 

Hon.  A.  A.  HARDENBURGH President  Hudson  County  Bank, 

Jersey  City. 

NEW  YORK. 

Hon.  A.  B.  HEPBURN St.  Lawrence. 

Hon.  X.  A.  WILLARD Little  Falls. 

OHIO. 

Cincinnati  Daily  & Weekly  Times, 

Cincinnati. 

Cleveland. 

OREGON. 

D.  C.  IRELAND Editor  Daily  & Weekly  Astorian, 

Astoria. 

PENNSYLVANIA. 

Col.  J.  A.  PRICE Board  of  Trade  Committee  on  Man- 

ufactures, Scranton. 

AARON  FRENCH .Pittsburg  Cast  Steel  Spring  Works, 

Pittsburg. 

Hon.  HENRY  BUTTERFIELD Butterfield  & Perkins,  Erie. 

THOMAS  B.  ATTERBURY .\  . .Atterbury  & Co.,  Pittsburg. 

TENNESSEE. 

Gen’l  J.  T.  WILDER Chattanooga. 

Hon.  D.  B.  COOPER Washington,  D.  C. 

VERMONT. 

JACOB  ESTEY J.  Estey  & Co.,  Brattleboro. 

JOHN  B.  MEAD Superintendent  Agricultural  Affai is 

for  State  of  Vermont,  Randolph. 

Hon.  JOHN  B.  PAGE Ex-Governor,  Rutland. 

PERLEY  P.  PITKIN President  Mutual  Fire  Insurance 

Company,  Montpelier. 

VIRGINIA. 

NATHAN  N.  PIERSON Alexandria. 

WEST  VIRGINIA. 

OLIVER  BEIRNE Sweet  Springs. 

Hon.  J.  N.  CAMDEN President  First  National  Bank, 

Parkersburg. 


ALEX.  C.  SANDS 
GEO.  A.  BAKER. 


11 


WISCONSIN. 

Hon.  N.  D.  FRATT President  Wisconsin  State  Agricul- 

tural Society,  Racine. 

Gen’l  GEO.  E.  BRYANT Madison. 

HIRAM  SMITH Sheboygan  Falls. 

ARIZONA  TERRITORY. 

L.  M.  JACOBS Cashier  Pima  County  Bank,  Tucson. 

MONTANA  TERRITORY. 

Hon.  D.  C.  CORBIN The  Corbin  Banking  Co.,  New  York 

City. 

L.  H.  HERSHFIELD L.  H.  Hershfield  & Bro.,  Helena. 

Hon.  MARTIN  MAGINNIS Member  of  Congress,  Washington, 

D.  C. 

NEW  MEXICO  TERRITORY. 

Hon.  L.  BRADFORD  PRINCE Chief  Justice,  Santa  Fe. 

UTAH  TERRITORY. 

W.  J.  SILVER Silver  Iron  Works,  Salt  Lake  City. 

DISTRICT  OF  COLUMBIA. 

Dr.  E.  P.  HOWLAND Woodland  Agricultural  Club  of 

Mt.  Vernon,  Va.,  Washington. 

Prof.  WM.  SAUNDERS Department  of  Agriculture,  Wash- 

ington. 

JOHN  A.  BAKER .....  Agricultural  Warehouse,  Washing- 

ton. 


COMMITTEE  ON  NATIONAL  FINANCE 
AND  BANKS. 


Hon.  A.  A.  HARDENBURGH  .President  Hudson  County  Bank,  Jersey 


City,  N.  J. 

C.  H.  CHAPIN President  Bank  of  Rochester,  N.  Y. 

Hon.  D.  C.  CORBIN The  Corbin  Banking  Co.,  New  Yoik 

City. 

JOHN  B.  DAVIS President  Planters’  National  Bank, 

Richmond,  Va. 

EDWARD  S.  MOSELEY President  Mechanics’  National  Bank, 

Newbury  port,  Mass. 

V.  K.  STEVENSON President  Real  Estate  Trust  Company, 

New  York  City. 

GEO.  M.  KLEIN Cashier  Mississippi  Valley  Bank,  Vicks- 

burg, Miss. 

JOSEPH  GOETTER Lehman,  Durr  & Co.,  Montgomery,  Ala. 

Hon.  J.  N.  CAMDEN President  First  National  Bank,  Parkers- 

burg, W.  Va. 

FREDERIC  KUHNE Knauth,  Nachod  & Kiiline,  New  York 

City. 

J.  M.  BROWN President  First  National  Bank,  Gal- 

veston, Texas. 

Hon.  HENRY  FR ALICE Director  City  National  Bank,  Grand 

Rapids,  Mich. 

WM.  A.  CHILDS Ex-Cashier  Home  Bank  of  Canton,  111., 

Oakland,  Cal. 

THOS.  MITCHELL Cashier  First  National  Bank,  Lex 

ington,  Ky. 

N.  S.  GREGG President  Second  National  Bank,  Circle- 

ville,  Ohio. 

JAMES  A.  FARLEY Farley,  Spear  & Co.,  Montgomery,  Ala. 

L.  H.  HERSHFIELD L.  H.  Hershfield  & Bro. , Helena, Montana. 

L.  M.  JACOBS Cashier  Pima  County  Bank,  Tucson, 

Arizona. 


(with  power  to  add.) 


13 


COMMITTEE  ON  MANUFACTURES. 


MAXIMILIAN  FLEISCHMAN . Gaff,  Fleischman  & Co.,  New  York 

City. 

WILLIAM  A.  SWEET President  Sweet’s  Manufacturing  Com- 

pany, Syracuse,  N.  Y. 

HORACE  F.  WHITMAN Stephen  F.  Whitman  & Son,  Phila- 

delphia, Pa. 

Col.  JAMES  A.  PRICE Board  of  Trade  Committee  on  Man- 

ufactures, Scranton,  Pa. 

J.  T.  GATHRIGHT J.  T.  Gathright  & Look,  Louisville,  Ky. 

Gen’l  J.  PARKE  POSTLES Manufacturer  of  Morocco,  Wilming- 

ton, Del. 

THOMAS  B.  ATTERBURY  . . . .Atterbury  & Co.,  Pittsburg,  Pa. 

WILLIAM  W.  CONVERSE.  . . .Winchester  Repeating  Arms  Com- 
pany, New  Haven,  Conn. 

E.  K.  O’BRIEN Burgess,  O’Brien  & Co.,  Thomaston,  Me. 

JACOB  ESTEY J.  Estey  & Co.,  Brattleboro,  Vt. 

WM.  J.  SILVER Silver  Iron  Works,  Salt  Lake  City, 

Utah  Territory. 

JOHN  F.  BLACKMAN New  York  Wood  Type  Mauufacturing 

Company,  New  York  City. 

Hon.  H.  J.  HOPPER Gregory  & Co.,  Jersey  City,  N.  J. 

A.  F.  BROWN Campbell  Printing  Press  & Manufactur- 

ing Company,  New  York  City. 

JOB  H.  JACKSON Delaware  Car  Works,  Wilmington. 

AARON  FRENCH Pittsburgh  Cast  Steel  Spring  Works, 

Pittsburgh,  Pa. 

(with  power  to  add  ) 


14 


COMMITTEE  OF  AGRICULTURE. 


Prof.  WILLIAM  SAUNDERS Department  of  Agriculture,  Wash- 

ington, D.  C. 

Agricultural  Warehouse,  Wasliing- 


JOHN  A.  BAKER 

JOHN  B.  MEAD 

Hon.  N.  D.  FRATT 

Hon.  ROBERT  MITCHELL 

D.t.  E.  P.  HOWLAND 

Hon.  T.  S.  GOLD 


ton,  D.  C. 

Supt.  Agricultural  Affairs  for  State 
of  Vermont,  Randolph,  Vt. 

President  Wisconsin  State  Agricul- 
tural Society,  Racine,  Wis. 

President  Indiana  State  Board  of 
Agriculture,  Princeton,  Ind. 

Woodland  Agricultural  Club  of  Mt. 
Vernon,  Va.,  Washington,  D.  C 

Secretary  Connecticut  Board  of  Agri- 
culture, West  Cornwall,  Conn. 


(with  power  to  add.) 


COMMITTEE  ON  MINES. 


R.  C.  STONE R.  C.  Stone  & Co.,  New  York  City. 

H.  L.  BEAN Reno,  Nevada. 

W.  A.  SHEPARD New  York  City. 

B1LA  S.  BUELL Little  Pittsburg  Consolidated  Mining 

Company,  New  York  City. 

WM.  A.  CHILDS Oakland,  Cal. 

A.  P.  MINEAR President  Great  Southern  Railroad, 

New  York  City. 

Hon.  E.  PAGE  DAVIS New  York  City. 


(with  power  to  add.) 


ADVISORY  COMMITTEE. 


Hon.  JOSEPH  H.  ACKLEN,  Chairman. 


G.  W.  CHATER  CLARKE, 
J.  T.  GATHRIGHT, 

Hon.  JOHN  EGAN,  ’ 


THOMAS  WINSOR, 

Hon.  A.  J.  DITTENHOEFER 
Hon.  H.  J.  HOPPER, 


Ex-Gov.  J.  C.  BROWN,  JAMES  PEERS  FOSTER. 

WILLIAM  A.  SWEET,  HORACE  F.  WHITMAN, 

Hon.  L.  BRADFORD  PRINCE. 


15 


CHARTER 

OP  THE 

American  Chamber  of  Commerce, 

MANUFACTURES,  TRADE,  AND  -AGRICULTURE. 


[H.  R.  No.  2,080.— 46th  Congress,  1st  Session.] 

In  the  House  of  Representatives,  June  2,  1879.  Read  twice,  referred 
to  the  Committee  on  Commerce,  and  ordered  to  be  printed. 

Mr.  Acklen,  on  leave,  introduced  the  following  bill  : 

A Bill  to  incorporate  the  American  Chamber  of  Commerce,  Manufact- 
ures, Trade,  and  Agriculture,  and  for  other  purposes. 

Be  it  enacted  by  the  Senate  and  House  of  Representatives  of  the  United 
States  of  America . in  Congress  assembled , That  [Here  follow  twenty- 
seven  names]  are  hereby  constituted  a body  corporate  by  the  name  of 
the  American  Chamber  of  Commerce,  Manufactures,  Trade,  and 
Agriculture. 

Sec.  2.  The  object  of  this  Corporation  shall  be  to  collect  and  dis- 
tribute statistical  and  other  information  of  importance  to  American  manu- 
facturers, agriculturists,  and  traders  ; to  aid  individual  members  by  pro- 
curing for  them  information  of  a public  or  private  nature  affecting  their 
business  interests  in  any  part  of  the  wrorld;  to  encourage  the  settlement  of 
trade  disputes  by  arbitration  ; to  collect  accounts  owing  to  members  with  a 
view  of  avoiding  litigation  ; to  encourage  the  technical  education  of  the 
working  classes  to  enable  them  to  compete  with  foreign  artisans,  and  for 
other  purposes. 

Sec.  3.  The  Corporation  shall  be  managed  by  an  executive  committee 
composed  of  twenty-seven  members,  who  shall  hold  office  as  hereinafter 
provided.  The  first  executive  committee  shall  consist  of  the  hereinbefore- 


16 


named  corporators,  who  shall  hold  office  from  and  after  the  passage  of  this 
Act.  The  first  meeting  of  the  executive  committee  shall  be  held  on  the 
second  Wednesday  in  June,  [ ] at  which  meeting  the  executive  commit- 

tee shall  divide  themselves,  by  lot,  into  three  classes,  nine  of  whom  shall 
hold  office  for  one  year,  nine  for  two  years,  and  nine  for  three  years  ; and 
thereafter  nine  of  such  members  of  the  executive  committee  shall  be 
elected  annually  on  the  second  Wednesday  in  June  each  year,  and  shall 
hold  office  from  that  day  for  the  space  of  three  years. 

Sec.  4.  The  executive  committee  shall  be  composed  of  and  chosen 
from  members  in  good  standing. 

Sec.  5.  All  vacancies  in  the  executive  committee,  or  in  the  offices  of 
said  committee,  shall  be  filled  as  the  constitution  and  by-laws  direct. 

Sec.  6.  This  Corporation  may  make  such  a constitution  and  the  exec- 
utive committee  such  by-laws  and  rules,  for  the  regulation  of  its  business, 
the  management  of  its  affairs,  the  choice,  powers,  and  duties  of  its  officers 
and  agents,  as  are  not  inconsistent  with  its  charter  and  the  laws  of  the 
United  States,  excepting  that  the  provisions  of  its  constitution,  declaring 
that  the  officers  and  chairmen  of  standing  committees  shall  be  elected  by 
the  executive  committee  out  of  their  own  number,  and  that  all  the  mem’ 
bers  of  said  executive  committee  shall  be  members  in  good  standing,  and 
that  the  central  office  of  the  corporation  shall  be  in  the  city  of  Washington, 
in  the  District  of  Columbia,  shall  not  be  altered  or  repealed.  Nothing 
herein  shall  prohibit  the  right  of  members  to  vote  by  proxy,  if  so  estab- 
lished in  the  by-laws. 

Sec.  7.  The  body-corporate  created  by  this  Act  shall,  with  the  consent 
of  the  advisory  board,  be  capable  of  taking,  by  gift,  purchase,  devise,  or 
bequest,  subject  to  all  provisions  of  laws  relating  to  devises  and  bequests 
by  last  wills  and  testaments,  and  holding  and  mortgaging  and  conveying  any 
real  or  personal  estate  for  the  uses  of  said  corporation,  but  subject  to  such 
State  laws  as  exists  where  the  said  property  may  be  situated,  or  where  said 
gifts,  devises,  wills,  or  mortgages  are  made. 

Sec.  8.  The  body-corporate  created  by  this  Act,  in  addition  to  the 
powers  and  rights  hereinbefore  specified,  shall  have  power  to  take,  subject 
to  the  consent  of  the  advisory  board,  by  grant,  conveyance,  gift,  devise,  or 
bequest,  any  real  or  personal  property,  to  be  held  in  trust  by  it,  to  found 
and  maintain  museums,  exhibitions,  professorships,  lectureships,  courses 
of  instruction,  educational  classes  and  scholarships,  and  for  any  other 
specific  purposes  comprehended  in  the  general  objects  authorized  by  this 
Act.  Said  trusts  may  be  created  subject  to  such  conditions  and  visitations 
as  may  be  prescribed  by  the  grantor  or  donor  and  accepted  by  the  said 
corporation,  and  may  continue  for  such  time  as  may  be  necessary  to  accom- 
plish the  purposes  for  which  they  are  created. 


17 


Sec.  9.  [Here  follow  twelve  names]  Are  hereby  constituted  the 
advisory  board;  and  whenever  a vacancy  shall  occur  in  said  advisory 
board,  the  same  shall  be  filled  by  a majority  vote  of  those  remaining 
All  the  members  of  said  board  shall  be  members  in  good  standing.  No 
trusts  shall  be  accepted  by  the  corporation,  nor  any  conveyance,  mort- 
gage, or  lien  be  created  upon  the  property  owned  by  this  corporation, 
nor  any  property  be  leased  or  purchased,  or  any  debt  or  debts  exceeding 
in  the  aggregate  $1,000  in  amount  be  created,  except  upon  the  approval 
of  the  advisory  board.  The  real  estates  held  by  the  corporation  shall  not 
be  liable  for  any  debt  or  obligation  of  the  corporation,  unless  the  same 
shall  have  been  contracted  with  the  approval  of  said  advisory  board. 

The  advisory  board  shall  not  be  abolished  or  any  vacancy  created 
therein  by  any  by-law  or  provision  in  the  constitution  of  said  American 
Chamber  of  Commerce,  Manufactures,  Trade,  and  Agriculture.  The  mem- 
bers of  said  advisory  board  shall  hold  office  during  good  behavior,  and 
shall  preside  at  their  meetings  in  the  order  herein  mentioned.  The  secre- 
tary of  said  corporation  shall  make  all  reports  to  them,  and  all  accounts  of 
the  treasurer  and  secretary  shall  be  audited  by  the  said  advisory  board. 
They  shall  at  all  times  be  subject  to  the  call  of  their  chairman,  and  four 
members  of  said  board  shall  constitute  a quorum  for  business. 

This  Act  shall  take  effect  from  and  after  the  passage  thereof. 


JREPOUT 


OP  THE 

Committee  of  Congress 

American  Chamber  of  Commerce, 

MANUFACTURES,  TRADE , AND  AGRICULTURE. 


House  of  Representatives,  46th  Congress,  / 

1st  Session,  Report  No.  8.  S 

June  4,  1879 — Recommitted  to  the  Committee  on  Commerce,  and  ordered  to  be 

printed. 

Mr.  Acklen,  from  the  Committee  on  Commerce,  submitted  the  following 

REPORT: 

[To  accompany  bill  H.  R.  2,080.] 

Your  committee,  to  whom  was  referred  (he  hill  (H.  R.  2,080)  to  incorporate  the  Ame- 
rican Chamber  of  Commerce,  Manufactures,  Trade,  and  Agriculture,  and  for 
other  purposes , report  as  follows : 

The  improvident  increase  of  corporations  of  late  years  throughout  the  United 
States,  the  vast  powers  possessed  by  them  through  a consolidation  of  capital,  and 
security  under  a common  seal  to  the  persons  of  the  members  and  to  their  property 
not  vested  in  the  corporate  stock;  their  many  exclusive  privileges,  which  fre- 
quently serve  as  monopolies,  checking  the  free  circulation  of  labor,  and  enhancing 
the  price  of  the  fruits  of  industry;  the  many  immunities  they  enjoy  which  tend  to 
stimulate  their  exorbitant  powers  to  greater  monopolies  and  safely  further  the 
unchecked  rapacity  of  capitalists,  who  use  them  in  bold  and  desperate  financial 
ventures  to  protect  their  property  against  possible  loss,  have  all  caused  your  com- 
mittee to  examine  with  great  care,  and  section  by  section,  the  above  bill. 

Corporations,  your  committee  would  remark,  have  existed  from  time  imme- 
morial; for,  if  we  examine  the  Pandects,  or  go  back  to  the  Twelve  Tables,  or  look 
into  the  political  history  of  ancient  Greece,  where  we  find  the  people  of  Attica, 
under  the  division  of  tribes,  were  distinct  and  independent  corporations,  it  is  seen 
that  many  of  the  benefits  which  they  now  enjoy  were  even  then  fully  understood 
and  appreciated.  That  their  bad  as  well  as  their  good  effect  upon  the  general 
public  were  likewise  well  understood  and  grounded  in  the  public  mind,  even  at 
that  time,  is  illustrated  in  the  refusal  of  the  Emperor  Trajan,  though  petitioned  by 
the  yoimger  Pliny,  to  permit  the  formation  of  a fire  company  ( collegium  fabroru  u 
in  Nicomedia,  on  the  ground  that  such  societies,  as  we  are  informed  by  Suetonius 
was  the  case  during  the  age  of  Augustus,  never  failed  to  disturb  the  peace  of  cities* 


19 


and  it  mattered  not  whatever  name  they  took,  or  for  whatever  purpose  they  might 
pretend  to  have  been  instituted,  they  would  not  fail  to  be  mischievous.  The  collegia 
licita  in  the  Roman  law  differed  from  the  private  companies  established  at  pleasure 
under  the  laws  of  Solon,  and  closely  resembled  our  own  incorporated  companies ; 
for  the  Romans  were  by  no  means  so  indulgent  as  the  Greeks,  and  were  very  jealous 
of  combinations  of  individuals,  and  visited  with  heavy  penalties  those  that  were 
not  specially  authorized,  which  they  termed  illicita,  in  contra-distinction  to  such 
as  had  received  the  sanction  of  the  emperor. 

Your  committee  could  go  largely  iuto  detail  in  examining  the  antiquity  of 
corporations  and  their  influences  upon  the  public  welfare,  but  have  done  so  to  this 
limited  extent  only  to  show  that  they  have  ever  been  regarded  with  distrust  by 
those  who  had  the  welfare  of  the  masses  at  heart. 

The  first  question  that  naturally  pi*esented  itself  to  your  committee  in  the  con- 
sideration of  this  bill  was  as  to  the  power  of  Congress  to  create  a corporation.  This 
question  has  received  the  grave  consideration  of  some  of  our  most  eminent  states- 
men and  learned  judges.  The  reply  of  Mr.  Hamilton,  when  Secretary  of  the  Treas- 
ury, to  the  objections  of  the  Secretary  of  State  and  Attorney-General  to  the  estab- 
lishm  nt  of  a national  bank,  which  objections  were  founded  on  a general  denial  of 
the  authority  of  Congress  to  create  corporations,  is  clear,  able,  and  worthy  of  atten- 
tion. In  the  examination  of  this  argument  your  committee  found  that  Mr.  Hamil- 
ton commenced  by  advancing  the  broad  principle— 

That  every  power  vested  in  a government  is  in  its  nature  sovereign,  and  in- 
cludes, by  force  of  the  term,  a right  to  employ  all  the  means  requisite  and  fairly 
applicable  to  the  attainment  of  the  ends  of  such  power,  and  which  are  not  pre- 
cluded by  restrictions  and  exceptions  specified  in  the  Constitution,  or  not  immoral, 
or  not  contrary  to  the  essential  ends  of  political  society.  This  principle,  in  its  ap- 
plication to  government  in  general,  he  doubted  not,  would  be  admitted  as  an 
axiom  ; and,  therefore,  he  considered  it  incumbent  on  those  who  might  incline  to 
deny  it  to  prove  a distinction,  and  to  show  that  a rule  which,  in  the  general  system 
of  things,  is  essential  to  the  preservation  of  the  social  order,  is  inapplicable  to  the 
United  States.  The  circumstances  that  the  powers  of  sovereignty  are  in  this 
country  divided  between  the  national  and  State  governments  did  uot  afford  the 
distinction  required,  and  it  did  not  follow,  he  contended,  from  this  circumstance 
that  each  of  the  portions  of  power  delegated  to  the  one  or  the  other  is  not  sov- 
ereign with  regard  to  its  proper  objects.  It  would  only  follow  from  it  that  each  has 
sovereign  power  as  to  certain  things,  and  not  as  to  other  things.  To  deny,  he  said, 
that  the  Government  of  the  United  States  has  a sovereign  power  as  to  its  declared 
purposes  and  trusts  because  its  power  does  not  extend  to  all  laws,  would  be  equally 
to  deny  that  the  State  governments  have  sovereign  power  in  any  case  because 
their  power  does  not  extend  to  every  case.  But  if  it  was  deemed  necessary  to  bring 
proof  to  a proposition  so  clear  as  that  which  affirms  that  the  powers  of  the  federal 
government  as  to  its  objects  are  sovereign,  the  clause  in  the  Constitution  would 
be  decisive — the  clause  which  declares  that  the  Constitution,  and  laws  of  the 
United  States  made  in  pursuance  of  it,  shall  be  the  supreme  law  of  the  land.  The 
power,  then,  he  argued,  which  would  create  the  supreme  law  of  the  land  in  any 
'•use,  was  doubtless  sovereign  as  to  such  case;  and  that  this  general  and  indisputa- 
ble principle  at  once  put  an  end  to  the  question  whether  the  United  States  have 
I>ower  to  create  a corporation  ; lor  it  is  unquestionably  incident  to  sovereign  power 
to  create  corporations,  and  consequently  to  the  sovereign  power  of  the  United 
States  in  relation  to  the  objects  intrusted  to  the  management  of  the  government. 

The  above  reasoning  or  Mr.  Hamilton  was  subsequently  sustained  by  a decision 
of  the  United  States  Supreme  Court.  That  court  held  that  the  power  of  Congress 
to  carry  into  execution  the  powers  which  belong  to  it  by  the  creation  of  a corpora 
tion  was  within  the  scope  of  the  Constitution  ; that  whenever,  in  fact,  the  end  of 
state  or  of  the  general  government  is  legitimate,  all  the  means  which  are  appro- 
piate  and  plainly  adapted  to  the  end  (and  are  not  expressly  prohibited,  and  are 
consistent  with  the  letter  and  spirit  of  the  Constitution S are  clearly  allowable; 
and  that  any  law  which  is  not  denied  to  Congress,  and  which  is  really  calculated 
to  effect  any  of  the  objects  intrusted  to  Congress,  is  in  pursuance  of  the  Constitu- 
tion. 

Even  Mr.  Madison,  who  was  opposed  to  the  charter  of  the  old  National  Bank  in 
1791,  was  yet  bound  to  yield  his  opinion  to  the  exposition  of  precedents,  and  when 
he  returned  the  Uuited  States  Bank  bill  on  January  30, 1815,  with  his  reasons  for  not 
signing  it,  they  were  on  the  grounds  of  inexpediency,  for  he  said — 

Waiving  the  question  of  constitutional  authority  of  the  legislature  to  establish 
an  incorporated  bank,  as  being  precluded  in  my  judgment  by  repeated  recognitions, 
under  varied  circumstances,  of  the  validity  of  such  an  institution,  in  acts  of  the 
legislative,  executive,  and  Judicial  branches  of  the  government,  accompanied  by 
indications  in  different  modes  of  the  occurrence  of  the  general  will  of  ihe  nation. ' 


20 


Tlie  old  law  maxim  of  qui  facit  per  alium  facitper  se  is  clearly  shown  in  the  power 
enabling  others  under  the  general  government  to  establish  corporations  on  the 
grounds  that  they  are  only  an  instrument  in  the  hands  of  the  government. 

Restrictions  on  the  legislative  power  of  the  Territories  in  the  creation  of  cor- 
porations is  clearly  defined  in  sections  1,889  and  1,890  of  the  Revised  Statutes,  which 
read  as  follow : 

Sec.  1,889.  The  legislative  assemblies  of  the  several  territories  shall  not  grant 
private  charters  or  especial  privileges,  but  they  may  by  general  incorporation  acts, 
permit  persons  to  associate  themselves  together  as  bodies  corporate  for  mining, 
manufacturing,  and  other  industrial  pursuits,  or  the  construction  or  operation  of 
railroads,  wagon-roads,  irrigating  ditches,  and  the  colonization  and  improvement 
of  lands  in  connection  therewith,  or  for  colleges,  seminaries,  churches,  libraries,  or 
any  benevolent,  charitable,  or  scientific  association. 

Sec.  1,890.  No  corporation  or  association  for  religious  or  charitable  purposes 
shall  acquire  or  hold  real  estate  in  any  Territory  during  the  existence  of  the 
territorial  government,  of  a greater  value  than  fifty  thousand  dollars ; and  all  real 
estate  acquired  or  held  by  such  corporation  or  association  contrary  thereto  shall 
be  forfeited  and  escheat  to  the  United  States ; but  existing  vested  rights  in  real  es- 
tate shall  not  be  impaired  by  the  provisions  of  this  section. 

Your  committee  also  beg  leave  to  refer  to  section  1,924,  which  puts  in  addition 
further  restrictions  upon  the  legislative  powers  of  the  territories. 

Your  committee  are,  therefore,  clearly  of  the  opinion  that  on  this  feature  of  the 
case  there  can  be  no  question  whatever  as  to  the  full  power  and  authority  of  Con- 
gress in  the  establishment  of  such  corporations  as  Congress  may  see  fit  to  create.  ■ 

In  the'bill  before  your  committee  it  is  proposed  that  [Here  follow  twenty-seven 
names]  shall  constitute  a body  corporate,  under  the  name  and  title  of  the  “American 
Chamber  of  Commerce,  Manufactures,  Trade,  and  Agriculture.” 

Section  2 of  the  Bill  sets  forth  the  objects  of  this  corporation,  which  are  as 
follows : 

The  object  of  this  corporation  shall  be  to  collect  and  distribute  statistical  and 
other  information  of  importance  to  American  manufacturers,  agriculturists,  and 
traders ; to  aid  individual  members  by  procuring  for  them  information  of  a public 
or  private  nature  affecting  their  business  interests  in  any  part  of  the  world ; to  en- 
courage the  settlement  of  trade  disputes  by  arbitration ; to  collect  accounts  owing 
to  members  with  a view  of  avoiding  litigation ; to  encourage  the  technical  educa- 
tion of  the  working  classes,  to  enable  them  to  compete  with  foreign  artisans,  and 
for  other  purposes. 

First.  This  corporation  has  taken  a name,  the  American  Chamber  of  Commerce, 
Manufactures,  Trade,  and  Agriculture.  Every  corporation  must  have  a name  by 
which  it  can  sue  and  be  sued  ; it  is,  as  it  were,  the  very  “ knot  of  its  combination,” 
and  without  which  it  could  not  perform  its  corporate  functions.  Sir  Edward  Coke 
says  the  name  of  incorporation  is  the  name  of  baptism,  and  thus  it  may  be  said 
that  when  Congress  creates  a corporation  it  must  baptize  it  with  a name.  Let  us 
examine  its  powers  and  objects  as  set  forth  in  Section  2. 

In  view  of  the  lavish  manner  in  which  charter  privileges  have  been  granted  of 
late  years,  the  modern  rule  is  to  construe  all  corporations  as  having  only  such 
powers  as  are  specifically  granted  to  them  by  act  of  incorporation,  or  such  as  are 
necessary  for  carrying  into  effect  the  purpose  for  which  they  were  created.  In  the 
case  of  Head  and  Amory  vs.  The  Providence  Insurance  Company,  Chief  Justice 
Marshall  declared  this  very  obvious  opinion,  and  this  has  been  repeated  in  many 
of  the  State  courts,  notably  in  the  case  of  the  People  us.  Utica  Insurance  Company, 
15  Johns,  358-383. 

While  legislatures  may  create  corporations  without  even  conforming  to  the  rules 
of  common  law,  but  may  disregard  them,  yet  the  corporation  thus  created  must  de- 
pend for  its  powers  and  objects  solely  upon  the  law  of  its  creation,  and  cannot  ex- 
ercise the  corporate  franchise  beyond  the  letter  and  spirit  of  the  act  of  incorpora- 
tion. There  are  powers,  however,  your  committee  would  remark,  which  are 
necessarily  inseparable  from  every  corporation,  and  which  are  tacitly  admitted 
without  any  express  provision.  They  are  the  rights  “ of  perpetual  succession  ; to 
sue  and  be  sued;  to  receive  by  its  corporate  name;  to  have  a common  seal,  and  to 
make  by-laws  for  the  government  of  its  members,  together  with  the  right  of 
amotion.” 


21 


Now,  in  an  examination  of  Section  2,  your  committee  fail  to  And  aught  objection- 
able, as  therein  set  forth,  the  purposes  and  objects  being  laudable  and  the  powers 
of  the  incorporation  exceedingly  limited. 

Section  3 of  the  Bill  reads  as  follows : 

The  corporation  shall  be  managed  by  an  executive  committee  composed  of 
twenty-seven  members,  who  shall  bold  office  as  hereinafter  provided.  The  first 
executive  committee  shall  consist  of  the  hereinbefore-named  corporators,  who 
shall  hold  office  from  and  after  the  passage  of  this  act.  The  first  meeting  of  the 

executive;committee  shall  be  held  on  the  second  Wednesday  in  .Tune,  [ ] at  which 

meeting  the  executive  committee  shall  divide  themselves,  by  lot,  into  three  classes, 
nine  of  whom  shall  hold  office  for  one  year,  nine  for  two  years,  and  nine  for  three 
years ; and  thereafter  nine  of  such  members  of  the  executive  committee  shall  be 
elected  annually  on  the  second  Wednesday  in  June  each  year,  and  shall  hold  office 
from  that  day  for  the  space  of  three  years. 

Your  committee  have  no  comments  to  make  on  this  section,  as  it  relates  solely 
to  the  management  and  time  of  office  of  members  of  the  executive  committee. 

Section  4 is  as  follows : 

The  executive  committee  shall  be  composed  of,  and  chosen  from,  members  in 
good  standing. 

Your  committee  are  not  of  opinion  that  this  section  gives,  either  directly  or  by 
implication,  the  right  of  amotion  or  disfranchisement  of  a member  of  this  corpora  - 
tion.  The  old  doctrine  established  in  Bagg’s  case  <11  Co.,  99,  a.  21  Resolution)  that 
no  disfranchisement  or  expulsion  of  a member  could,  take  place  unless  such  power 
was  specially  conferred  by  the  charter,  or  existed  by  right  of  prescription,  has 
given  way  to  the  modern  opinion  that  the  right  of  amotion  was  a power  incident  to 
a corporation.  This  was  the  opinion  declared  in  Lord  Bruce’s  case  (2  Str.,  819),  and 
still  later  in  the  case  of  the  King  vs.  Richardson,  (1  Buri,  517),  where  the  King’s 
Bench  declared  that  the  power  of  amotion  was  as  necessary  to  the  good  order  and 
government  of  bodies  corporate  as  the  power  of  making  by-laws.  It  is  clear  that 
where  no  special  provision  on  the  subject  is  provided  in  the  charter,  the  power  of 
removal  of  a member  resides  in  the  whole  body,  though  such  body  may  delegate 
their  powers  to  a select  body  as  representative  of  the  whole. 

Your  committee  have  left  Section  4 unaltered,  and  deem  it  needless  to  comment 
further  thereon,  as  it  neither  confers  or  restricts  the  right  of  amotion  incident  to 
the  body  corporate. 

Section  5 is  as  follows : 

All  vacancies  in  the  executive  committee  or  in  the  offices  of  said  committee 
shall  be  filled  as  the  constitution  and  by-laws  direct. 

This  section  relates  solely  to  matters  appertaining  to  the  provisions  to  be  es- 
tablished in  the  by-laws. 

Section  6 is  as  follows : 

This  corporation  may  make  such  a constitution,  and  the  executive  committee 
such  by-laws  and  rules,  for  the  regulation  of  its  business,  the  management  of  its 
affairs,  the  choice,  powers,  and  duties  of  its  officers  and  agents,  as  are  not  incon- 
sistent with  its  charter  and  the  laws  of  the  United  States,  excepting  that  the  pro- 
visions of  its  constitution  declaring  that  the  officers  and  chairmen  of  committees 
shall  be  elected  by  the  executive  committee  out  of  their  own  number,  and  that  all 
the  members  of  said  executive  committee  shall  be  members  in  good  standing,  and 
that  the  central  office  of  the  corporation  shall  be  in  the  city  of  Washington,  in  the 
District  of  Columbia,  shall  not  be  altered  or  repealed. 

Nothing  herein  shall  prohibit  the  right  of  members  to  vote  by  proxy,  if  so  es- 
tablished in  the  by-laws. 

Your  committee  in  a consideration  of  Sections  6 and  9 of  said  bill  note  that  such 
provisions  relative  to  the  election  of  members  and  officers  as  therein  provided, 
coine  within  the  general  rule  as  laid  down  in  the  case  of  Field  vs.  Field  (9  Wendell, 
394-403).  Such  power  is  necessarily  implied  and  incident  to  the  perpetuity  of  every 
corporation.  (See  Kyd  on  Corporations,  vol.  2.  pp.  20-30.)  Special  provision  is  made 
in  said  above  mentioned  sections  that  none  of  the  powers  therein  conferred  shall 
be  inconsistent  with  said  charter  or  the  laws  of  the  United  States.  It  was  decided 
in  the  ease  of  Newling  vs.  Francis  (3  Tenn.  Rep.,  189)  that  such  by-laws  as  were  pro- 


vided  by  the  constitution  of  a corporation  regulating  elections  of  their  officers  were 
binding  where  they  did  not  infringe  upon  the  defined  provisions  of  the  charter. 
The  right  to  make  by-laws  is  a power  either  expressly  given  or  tacitly  annexed, 
and  is  necessarily  incident  to  corporations  to  enable  them  to  fulfill  the  purposes  for 
which  they  were  created.  Where  the  framing  of  such  by-laws  is  intrusted  to  a 
select  committee,  as  is  generally  the  case,  they  are  held  to  the  exercise  of  a sound 
discretion,  and  must  act  strictly  within  the  limits  of  the  charter  and  the  general 
law  of  the  land.  A violation  of  either  may  act  as  a repeal  of  the  charter  creating 
the  institution.  (Angell  & Ames  on  Corporations,  3 edit.,  ch.  10.) 

The  further  provision,  however,  contained  in  this  bill,  permitting  the  corporation 
to  establish  the  right  of  members  to  vote  by  proxy,  is  worthy' of  consideration, 
inasmuch  as  it  was  proposed  to  strike  this  out  as  superfluous,  it  being  alleged, 
under  the  decision  in  the  case  of  the  State  vs.  Tudor  (5  Day,  329),  that  this  was  a 
right  inherent,  and  could  be  delegated  by  the  by  laws  of  the  corporation  where  the 
charter  was  silent. 

Your  committee  find,  however,  that  in  the  case  of  Phillips  rs.Wickham  (1  Paige, 
598),  the  Chancellor  doubts  the  validity  of  the  right  of  voting  by  proxy  when  the 
power  is  not  given,  either  expressly  or  impliedly,  in  the  act  or  charter  creating  the 
corporation.  But  again,  in  the  case  of  Taylor  vs.  Griswold  (2  Green,  N.  J.,  223),  in 
the  Supreme  Court  of  New  Jersey,  after  a full  and  learned  discussion,  it  was  held 
to  be  a principle  of  the  common  law  that  when  an  election  depended  upon  the 
exercise  of  judgment  the  right  could  not  be  deputed,  and  that  it  required  legislative 
sanction  before  any  body-corporate  could  make  a valid  by-law  authorizing 
members  to  vote  by  proxy.  As  this  mode  of  voting  is  necessary  in  a corporation 
extending  through  so  many  States,  your  committee  have  decided  to  permit  the 
provision  conferring  this  power  to  remain. 

That  provision  of  Section  6 requiring  that  the  central  office  of  the  corporation 
shall  be  in  the  city  of  Washington,  in  the  District  of  Columbia,  is  wise  and  proper. 
The  law  is  clear  requiring  that  a corporation  shall  be  constituted  of  some  place  (see 
the  case  of  Porter  vs.  Bank  of  Ithaca),  and  that  it  can  have  no  legal  existence  out 
of  the  sovereignty  which  created  it. 

The  provisions  of  Section  7,  which  read  as  follows : 

The  body-corporative  created  by  this  Act  shall,  with  the  consent  of  the  advisory 
board,  be  capable  of  taking,  by  gift,  purchases,  devises,  or  bequest,  subject  to  all 
provisions  of  law  relating  to  devises  and  bequests  by  last  wills  and  testaments, 
and  holding  and  mortgaging  and  conveying  any  real  or  personal  estate  for  the  uses 
of  said  corporation,  but  subject  to  such  State  laws  as  exist  where  the  said  property 
may  be  situated  or  where  said  gifts,  devises,  wills,  or  mortgages  are  made  — 

comply  with  that  requirement  of  the  law  which  compels  all  corporations  to  hold 
lands  subject  to  the  laws  of  the  States  where  they  are  situated.  In  the  cases  of 
Runyan  vs.  Coster,  14  Peters,  122,  and  Fairfax  vs.  Hunter,  7 Cranch,  621,  the  right  of 
corporation  created  by  the  legislature  of  one  State  to  hold  land  in  another  is  clearly 
subject  to  the  assent  or  permission,  express  or  implied,  of  the  State  where  the 
land  purchased  or  donated  may  be  situated,  and  that  the  law  of  that  State  must 
govern. 

Your  committee,  after  an  examination  of  the  principles  enunciated  in  these  and 
other  similiar  cases,  are  of  the  opinion  that  such  reasoning  is  equally  applicable  to 
corporations  created  by  Congress ; for  it  is  obvious  that  the  real  estate  of  a 
corporation  can  be  dealt  with  only  by  the  judicial  authority  of  the  State  in  which  it 
lies.  Nor  would  the  applicability  of  this  general  principle  be  affected  by  the  fact 
that  the  charter  directs  that  the  real  estate  of  the  corporation  shall  be  considered  as 
personal  estate.  Such  a clause  would  be  merely  a declaration  that  by  the  municipal 
regulations  of  the  State  where  it  lies  such  property  shall  be  treated  as  personal,  and 
not  as  real  estate ; but  such  declaration  would  by  no  means  vary  the  general  rule 
that  real  estate,  as  part  of  the  habitation  of  the  nation,  is  to  be  governed  by  local 
law.  It  is  likewise  clear  that  it  is  for  the  courts  of  the  State  where  the  land  lies 
to  construe  the  charter  of  any  corporation  and  to  determine  whether  -he 
corporation  is  authorized  thereby  to  take  or  hold  such  real  estate,  and  that  an 


23 


adjudication  upon  the  question  of  its  corporative  capacity  by  a court  of  the 
States  creating,  or,  as  in  this  case,  by  Congress,  can  have  no  further  effect  or 
authority  than  the  reasoning  upon  which  it  may  have  been  founded  gives  it.  This 
may  be  considered  a cardinal  principle  of  law  underlying  those  eomplex,  peculiar* 
and  delicate  relationships  that  exist  between  the  States  themselves  and  as  between 
them  and  our  national  government. 

Section  8 is  as  follows : 

The  body-corporative  created  by  this  Act,  in  addition  to  the  powers  and  rights 
hereinbefore  specified,  shall  have  power  to  take,  subject  to  the  consent  of  the 
advisory  board,  by  grant,  conveyance,  gift,  devise,  or  bequest,  any  real  or  personal 
property,  to  found  and  maintain  museums,  fairs,  and  exhibitions,  libraries, 
professorships,  lectures,  courses  of  instruction,  educational  classes  and  scholarships 
and  for  any  other  specific  purposes  comprehended  in  the  general  objects  authorized 
by  this  Act.  Said  trust  may  be  created,  subject  to  such  conditions  and  visitations 
as  may  be  prescribed  by  the  grantor  or  donor  and  accepted  by  the  said  corporation, 
and  may  continue  for  such  time  as  may  be  necessary  to  accomplish  the  purposes 
for  which  they  are  created. 

The  principle  is  clearly  laid  down  in  innumerable  cases  that  a corporation  aggre- 
gate has  at  common  law,  in  order  to  ascertain  the  purposes  of  its  creation,  the  right  to 
take,  hold,  and  transmit  in  succession  property,  real  and  personal,  to  an  unlimited 
extent  and  amount.  These  are  benefits  accruing  from  the  incorporation  which  are 
united  to  that  enabling  the  combined  fluids  of  a body  of  men,  through  a long  course 
of  time,  to  be  steadily  applied  to  the  attainment  of  objects  of  public  convenience  or 
private  utility,  notwithstanding  the  changes  which,  through  the  accidents  of  life, 
are  constantly  going  on  among  the  members  of  the  corporation.  This  is,  perhaps, 
better  illustrated  in  the  case  of  Dartmouth  College  vs.  Woodward,  4 Wheat.,  518, 
than  in  anything  your  committee  can  adduce.  As  a matter  of  general  law  the 
amount  of  property  so  held  must  necessarily  be  indefinite ; no  rule  can  well  be  laid 
down  to  ascertain  the  exact  amount  of  means  essential  to  effect  the  purposes  for 
which  the  corporation  is  created.  This  is  the  common-law  view  of  the  case,  though 
it  is  true  that  a corporation  may  be  restrained  of  this  common-law  right  of 
purchasing  or  receiving  lands  or  other  property  by  general  statutes,  or  further 
limited  by  its  charter  or  act  of  incorporation.  The  most  noted  of  statutes 
restricting  purchases  by  corporations  in  the  matter  of  holding  property  were  the 
English  statutes  of  mortmain. 

These  laws  appear  to  have  originated  in  a desire  to  repress  the  grasping  spirit 
of  the  Romish  Church,  which,  by  absorbing  in  perpetuity  the  best  lands  in  England, 
prevented  their  transmission  from  man  to  man,  withdrew  them  from  those  feudal 
services  that  were  ordained  for  common  defence,  and  curtailed  the  lords  of  their 
seigniories,  their  escheats,  wardships,  reliefs,  and  the  like.  They  were  called  mort- 
main because  they  were  designed  to  prevent  the  holding  of  lands  by  the  “ dead 
clutch  ” of  ecclesiastical  corporations  which  were  composed  of  members  dead  in 
law,  and  in  whose  possession  property  was  forever  dead  and  unproductive  to  the 
feudal  superior  and  the  public. 

The  right,  as  provided  in  this  section,  to  accept,  with  the  consent  of  the  ad- 
visory board,  by  grant,  conveyance,  gift,  devise,  or  bequest,  any  real  or  personal 
property,  is  a right  which  is  limited  by  Section  2 to  the  objects  and  purposes  for 
which  this  corporation  is  to  be  created.  This  is  strictly  in  keeping  with  that  law 
which,  to  limit  corporations  to  their  proper  sphere,  provides  that  the  acts  of  incor- 
poration shall  not  only  restrict  the  amount  of  property  they  are  to  hold,  but  may 
prescribe  in  what  it  shall  consist,  the  purposes  for  which  it  alone  shall  be  purchased 
and  held,  and  the  mode  in  which  it  shall  be  applied  to  effect  those  purposes.  The 
case  of  Leazure  vs.  Hillegas,  7 S and  R.,  319,  settles  definitely  the  principle  that  the 
capacity  of  a corporation  to  purchase  or  take  lands  must  be  determined  only  from 
the  instrument  that  gives  it  existence. 

Your  committee  have  carefully  considered  the  question  as  to  a stated  limita- 
tion in  the  amount  of  property  to  be  held  by  this  corporation,  and  have,  in  this  con- 
nection, considered  the  principle  as  established  in  the  ease  of  Dockery  vs.  Miller, 
Hump.,  731,  which  is,  that  unless  restrained  by  their  charters,  corporations  have  an 
indefinite  right  of  purchase.  The  conditions  imposed,  however,  by  Section  2 of  the 


24 


Bill  are  a sufficient  restraint,  in  the  opinion  of  your  committee,  upon  the  power  of 
owning  real  estate  without  encumbering  the  corporation  with  such  further  re- 
straints as  might  tend  to  defeat  the  purposes  contemplated  in  the  act  of  incorpora- 
tion. As  this  corporation  can  exercise  no  power  oyer  the  property  it  holds  except 
that  with  which  the  charter  clothes  it;  as,  m other  words,  it  will  hold  its  property 
only  for  the  purposes  for  which  it  was  permitted  to  acquire  it ; and  as  the  language 
of  its  charter  is  clear  and  expressive  as  to  such  objects,  your  committee  have 
deemed  it  inadvisable  to  alter  or  amend  the  bill  in  this  regard. 

Section  9 of  the  Bill  reads  as  follows : 

[Here  follow  twelve  names]  Are  hereby  constituted  the  advisory  board;  and 
whenever  a vacancy  shall  occur  in  said  advisory  board  the  same  shall  be  filled 
by  a majority  vote  of  those  remaining.  All  the  members  of  said  board  shall 
be  members  in  good  standing.  No  trust  shall  be  accepted  by  this  corporation, 
nor  any  conveyance,  mortgage,  or  lien  be  created  upon  the  property  owned  by 
this  corporation,  nor  any  property  be  leased  or  purchased,  or  any  debt  or  debts 
exceeding  in  the  aggregate  one  thousand  dollars  in  amount  be  created,  except 
upon  the  approval  of  the  advisory  board.  The  real  estate  held  by  the  association 
shall  not  be  liable  for  any  debt  or  obligation  of  the  corporation,  unless  the 
same  shall  have  been  contracted  with  the  approval  of  said  advisory  board.  The 
advisory  board  shall  not  be  abolished  or  any  vacancy  created  therein  by  any  by- 
law or  provision  in  the  constitution  of  said  American  Chamber  of  Commerce, 
Manufactures,  Trade,  and  Agriculture.  The  members  of  said  advisory  board  shall 
hold  office  during  good  behavior,  and  shall  preside  at  their  meetings  in  the  order 
herein  mentioned.  The  secretary  of  said  corporation  shall  make  all  reports  to 
them,  and  all  accounts  of  the  secretary  and  treasurer  shall  be  audited  by  said  ad- 
visory board.  They  shall  at  all  times  be  subject  to  the  call  of  their  chairman,  and 
four  members  of  said  board  shall  constitute  a quorum  for  business.  This  act  shall 
take  effect  from  and  after  the  passage  thereof. 

The  feature  of  the  bill  which  restricts  the  body  corporate  to  first  obtaining  the 
consent  of  the  advisory  board  is  a novel,  but  nevertheless  wise  provision.  All  cor- 
porations, when  the  charter  is  silent,  are  subject  to  the  emphatically  republican 
principle  that  the  whole  are  bound  by  the  acts  of  the  majority  so  long  as  those  acts 
are  conformable  to  the  articles  of  the  Constitution. 

Gibson,  J.,  in  the  Supreme  Court  of  Pennsylvania,  says : “ The  fundamental 
principle  of  every  association  for  the  purpose  of  self-government  is,  that  no  one 
shall  be  bound  except  with  his  own  consent,  expressed  by  himself  or  his 
representatives ; but  actual  assent  is  immaterial,  the  assent  of  the  majority  being  the 
assent  of  all;  and  this  is  not  only  constructively  but  actually  true;  for  that  the  will  of 
the  majority  shall  in  all  cases  be  taken  for  the  will  of  the  whole  is  an  implied  but 
essential  stipulation  in  every  compact  of  the  sort;  so  that  the  individual  who 
becomes  a member  assents  beforehand  to  all  measures  that  shall  be  sanctioned  by 
a majority  of  the  voices ; ” and  in  his  excellent  work  Mr.  Kyd  says : “ It  seems  to 
be  the  first  suggestion  of  reason  that  an  act  done  by  a simple  majority  of  a collective 
body  of  men,  which  concerns  the  common  interest,  should  be  binding  on  the 
whole;”  “ and  this,”  he  further  adds,  “ is  the  principle  of  the  rule  adopted  by  the 
common  law  of  England  with  respect  to  aggregate  corporations.” 

The  peculiar  features  presented  to  the  consideration  of  your  committee  in 
Section  9 have  been  examined,  and  your  committee  have  finally  concluded  that,  for 
the  purposes  for  which  this  corporation  is  to  be  incorporated  the  provisions  of  that 
section  are  eminently  wise,  as  tending  to  avoid  those  constantly  occurring  changes 
in  control,  which  are  invariably  the  result  when  a mere  majority  may  revolutionize 
at  a single  election  the  matured  plans  of  years,  thus  tending  to  retard,  if  not 
entirely  thwart,  the  objects  had  in  view  when  the  body  corporate  sprang,  Minerva- 
like,  into  existence  full  armed  with  power  by  the  act  of  incorporation. 

Finally,  in  view  of  the  laudable  purposes  for  which  this  corporation  is  created  ; 
its  national  character,  the  high  social  and  commercial  standing  of  the  men  already 
enrolled  as  members,  under  the  act  of  incorporation  by  the  State  of  New  York,  the 
very  limited  powers  conferred,  which  entirely  remove  it  from  those  objections  to 
other  corporations  which  have  proven  a burden  to  the  people  and  a benefit  only  to 
a few,  your  committee  report  back  this  bill  to  the  House  without  amendment,  and 
recommend  its  passage. 


CONSTITUTION 


ARTICLE  I. 

Officers  and  their  Election. 

The  Officers  of  the  Chamber  shall  be  a President,  fifteen  Vice-Presidents,  a 
Treasurer,  two  Auditors,  and  a Secretary,  all  of  whom,  except  the  Treasurer  and 
Secretary,  shall  be  chosen  by  ballot  at  the  first  regular  meeting  in  June  of  each 
year. 

A majority  of  the  votes  cast  at  each  election  shall  be  necessary  in  each  instance 
to  elect.  The  persons  so  elected  shall  continue  in  office  one  year,  or  until  their  suc- 
cessors shall  have  been  duly  elected. 

Should  any  person  so  elected  decline  to  serve,  or  resign  his  office,  or  his  office 
become  vacant  by  his  death,  the  vacancy  shall  be  filled  by  an  election  at  the  next 
regular  meeting  of  the  members  held  after  such  declination,  resignation,  or  death 
shall  have  been  reported  to  the  Executive  Committee. 

No  person  shall  hold  the  office  of  President  or  Vice-President  for  more  than 
three  yearly  terms,  unless  he  shall  be  re-elected  by  a vote  of  three-fourths  of  the 
ballots  cast  at  the  election ; and  the  saiue  vote  shall  be  necessary  for  each  succeed- 
ing re-election  of  same  person  to  same  office. 

The  Secretary  shall  be  elected  by  the  Advisory  Committee  for  such  term,  at  such 
salary  and  in  such  manner  as  they  shall  determine  at  any  general  meeting. 

ARTICLE  II. 

Meetings. 

The  regular  meetings  of  the  members  for  the  transaction  of  business  shall  be 
held  in  the  Hall  of  the  Chamber,  in  Washington,  or  New  York  City,  on  the  second 
Wednesday  in  the  months  of  June  and  December,  at  noon.  When  the  second  Wed- 
nesday in  any  month  shall  fall  on  a legal  holiday,  the  regular  meeting  shall  be  held 
on  the  Wednesday  following,  unless  otherwise  ordered  by  a vote  of  the  members. 

Special  meetings  may  be  held  at  such  other  places,  and  at  such  other  times,  as 
the  President,  or,  in  his  absence,  the  Vice-President,  in  their  order,  may  designate, 
upon  the  written  requisition  of  ten  members,  provided  that  twenty-one  days’  notice 
of  the  time,  place,  and  object  of  the  meeting  shall  have  been  publicly  given ; and 
also  provided  that  no  other  business  except  that  designated  in  such  call  and  notice 
shall  be  acted  upon. 

Seven  members  shall  form  a quorum. 

The  Counsel  to  the  Chamber  shall  be  appointed  at  every  Annual  Meeting.  Mem- 
bers unable  to  attend  meetings  may  vote  by  proxy,  under  such  regulations  as  the 
Advisory  Board  may  direct  from  time  to  time. 

ARTICLE  III. 

Members  and  their  Election. 

No  persons  shall  be  admitted  members  of  this  Chamber  but  residents  of  tlio 
United  states  or  Territories  engaged  in  trade,  commerce,  or  agriculture,  or  in  pur- 
suits connected  therewith. 

All  applications  for  membership  of  the  Chamber  must  be  made  in  writing 
together  with  a statement  of  the  occupation  and  qualification  of  the  candidate,  and 
be  addressed  to  the  Executive  Committee  for  consideration. 


26 


If  the  Executive  Council  approve  tlie  nomination,  the  candidate  shall  then  be 
balloted  for  by  the  Advisory  Board,  and,  if  five  or  more  negative  ballots  appear,  he 
cannot  be  admitted  a member,  nor  be  again  proposed  until  after  the  expiration  of  a 
year  from  the  time  of  such  rejection. 

The  Chamber  may  expel  any  member  for  dishonorable  conduct  or  dealings,  but 
only  after  a hearing  of  such  member  at  a regular  meeting,  and  by  a two-third  vote 
of  the  members  present.  Provided,  that  the  Executive  Council  shall  recommend 
such  expulsion,  and  that  due  notice  be  given  by  the  Secretary  of  the  Chamber,  both 
to  the  accused  member  and  to  the  members  at  large,  of  the  day  when  such  hearing 
may  be  had ; and  also  provided,  that  if  the  accused  member  do  not  appear  for  such 
hearing,  in  person  or  by  proxy,  the  vote  may  be  taken  on  his  expulsion  as  though 
he  had  appeared. 

The  Secretary  of  the  Chamber  shall  furnish  to  each  member  who  may  apply 
therefor,  and  who  shall  have  paid  his  admission  or  annual  fees,  an  engraved  certifi- 
cate of  membership,  duly  signed  and  authenticated. 

ARTICLE  IV. 

1,0/1  or  ary  Members 

All  Foreign  Consuls  in  America,  and  all  American  Consuls  in  foreign  countries 
shall  be  Honorary  Members  during  their  respective  terms  of  office. 

Honorary  Members  for  life  may  be  elected  at  any  meeting  of  the  Executive 
Council,  and  without  ballot,  unless  called  for.  They  shall  be  entitled  to  all  the 
privileges  of  regular  members,  except  the  right  of  vote.  They  shall  be  exempt 
from  payment  of  any  fees  whatever. 

The  Secretary  shall  furnish  each  Honorary  Member,  thus  elected,  with  a certi- 
ficate of  membership,  duly  signed  and  authenticated. 

ARTICLE  V. 

Fees. 

Each  member  elected  shall  pay  an  admission  fee  of  five  dollars,  which  shall  be 
in  full  for  the  calendar  year  in  which  he  is  elected.  And  each  member  shall  pay 
annually,  while  he  shall  remain  a member,  the  sum  of  five  dollars. 

The  Executive  Council  may,  in  its  discretion,  for  reasons  satisfactory  to  itself, 
remit  the  annual  dues  of  any  member;  and  it  may  accept  the  resignation  of  any 
member,  at  any  time,  if  the  annual  dues  of  such  member,  to  the  date  of  such  resig- 
nation, shall  have  been  paid  or  remitted. 

If  the  dues  of  any  member  remain  unpaid  for  a term  of  two  years,  the  name  of 
such  defaulting  members  may  be  reported  to  the  regular  meeting  of  members,  and 
thereafter,  unless  otherwise  ordered  by  the  members,  be  stricken  from  the  rolls. 

ARTICLE  VI. 

Duties  of  Officers. 

Of  the  President.— The  President  shall  exercise  a general  supervision  of  the 
affairs  and  interests  of  the  members.  When  not  unavoidably  absent,  he  shall  preside 
at  all  meetings  of  the  members,  regular  and  special.  All  motions  of  business  and 
adjournment  shall  be  addressed  to  him.  He  shall  appoint  all  Special  Committees, 
except  where  the  members  shall  otherwise  order.  He  shall  call  special  meetings  of 
the  members,  on  the  written  requisition  of  not  less  than  ten  members,  stating  the 
object  thereof,  and  shall  designate  the  time  and  place  at  which  such  special  meeting 
may  be  held,  and  direct  the  due  notification  thereof. 

Of  the  Vice-Presidents— The,  Vice-Presidents,  in  the  order  of  seniority,  shall,  in 
the  absence  of  the  President,  have  the  same  power  and  authority  as  the  President, 
when  personally  present. 

Of  the  Treasurer.— Tbe  Treasurer  shall  have  the  charge  of  all  subscriptions  col- 
lected or  received  for  the  use  of  the  Chamber.  He  shall  disburse  the  same,  when 
not  otherwise  provided  for  by  these  by-laws,  only  upon  the  written  warrants  of  the 
Directors.  He  shall  keep  books  of  account  of  all  receipts  and  disbursements,  and 
the  vouchers  therefor,  in  the  usual  form,  and  shall  produce  a copy  of  the  same. 


fairly  stated,  for  the  inspection  of  the  members,  at  each  annual  meeting.  Sucli 
copy  of  accounts  shall  be  duly  audited  by  auditors  appointed  for  the  purpose  by  the 
members,  and  be  signed  by  such  auditors  and  countersigned  by  the  President,  on 
or  before  the  Tuesday  next  preceding  the  annual  meeting.  The  Treasurer  shall 
deliver  over  to  his  successor  the  cash  remaining  in  his  hands,  as  also  any  certificates 
of  stock  or  other  securities,  the  property  of  this  Chamber,  together  with  the  books 
of  account,  chest  and  key,  and  may  require  a receipt  therefor.  In  the  absence  of 
the  Treasurer-elect,  the  same  shall  be  delivered  to  the  President  or  the  Directors, 
or  such  person  as  they  may  in  writing  appoint. 

Of  the  Secretary.— The  Secretary,  who  is  to  be  appointed  and  remunerated  by 
the  Advisory  Board,  shall  be  the  custodian  of  the  property  of  the  Chamber,  shall 
have  care  of  the  rooms,  furniture,  library,  pictures,  and  of  all  documents  and  cor- 
respondence belonging  to  the  Chamber.  He  shall  look  to  the  insurance  of  such 
property  against  fire.  He  shall  attend  all  meetings,  and  keep  a fair  and  correct 
register  of  all  proceedings,  rules,  and  regulations  of  the  Chamber,  which  shall  be 
regularly  entered  in  the  book  of  minutes  in  the  usual  way.  He  shall  also  attend 
upon  and  keep  minutes  of  the  proceedings  of  the  Executive  and  other  Standing 
Committees,  and  shall  assist  the  Special  Committees  as  far  as  is  in  his  power.  He 
shall,  under  direction  of  the  President,  conduct  the  correspondence  cf  the  Chamber. 
He  shall  notify  members  of  their  election,  sign  all  documents  jointly  with  the 
President,  and  have  the  custody  of  the  seal  of  the  Chamber  for  their  proper  authen- 
tication. He  shall  give  due  notice  of  all  meetings,  both  regular  and  special.  It 
shall  be  his  duty,  whenever  the  President,  or  one  of  the  Vice-Presidents,  shall  not 
appear  at  any  meeting  regularly  called,  and  after  reasonable  delay,  to  declare  such 
meetings  irregular,  and  adjourn  it  sine  die. 

He  shall,  under  the  direction  of  the  Standing  Committees,  prepare,  collect, 
arrange  and  report  upon  statistical  facts  and  other  information  relating  to  manu- 
factures, commerce,  agriculture,  shipping,  railroads,  telegraphs,  capital  and  labor 
at  home  aud  abroad. 

He  shall  see  to  the  collection  of  all  dues  from  members,  and  regularly  return  the 
same  to  the  Treasurer,  and  shall  render  him  all  required  assistance  in  the  clerical 
part  of  his  duties.  He  shall  prepare  the  Annual  Report  to  the  members,  under  the 
guidance  of  the  Executive  Committee. 

In  the  absence  of  the  Secretary,  the  President  shall  appoint  one  of  the  members 
to  take  his  place  for  the  time  being. 

ARTICLE  VII. 

Standing  Committees. 

The  Standing  Committees  of  the  Chamber,  of  which  (with  the  exception  of  the 
Committee  on  Arbitration  and  Appeal)  the  President,  Vice-Presidents,  Treasurer, 
and  Secretary  shall  be  members  ex-officio,  shall  be : 

An  Executive  Committee,  or  Council  of  Directors. 

A Committee  of  Arbitration  and  Appeal. 

A Committee  on  Finance  and  Currency. 

A Committee  on  Foreign  Commerce  and  Revenue  Laws. 

A Committee  on  Internal  Trade  aud  Improvements. 

A Committee  on  Harbors  and  Shipping. 

A Committee  on  Railroad  and  Water  Transportation. 

Each  of  these  Standing  Committees,  except  the  Executive  Council,  shall  consist 
of  a Chairman  and  twelve  members,  and,  except  the  Committee  on  Arbitration  and 
Appeal,  as  otherwise  hereinafter  provided,  shall  be  elected  at  the  regular  annual 
June  meeting,  and  shall  continue  in  office  until  others  are  elected  in  their  place. 
Vacancies  occurring  in  any  committee  may  be  filled  at  any  regular  meeting  of  the 
members. 

Three  members  of  any  committee,  except  the  Executive  Council,  shall  constitute 
a quorum  for  the  transaction  of  business. 

The  Advisory  Committee  or  Board  of  twelve  members  shall  be  ex-officio  mem- 
bers of  the  Executive  Council,  and  whenever  a vacancy  shall  occur  in  said 
Advisory  Board,  the  same  shall  be  filled  by  a majority  vote  of  those  remaining.  All 


28 


the  members  of  said  board  shall  be  members  in  good  standing.  No  trust  shall  be 
accepted  by  this  corporation,  nor  any  conveyance,  mortgage,  or  lien  be  created 
upon  the  property  owned  by  this  corporation,  nor  any  property  be  leased  or  pur- 
chased, or  any  debt  or  debts  exceeding  in  the  aggregate  $1,000  in  amount  to  be  cre- 
ated, except  upon  the  approval  of  the  Advisory  Board.  The  real  estates  held  by  the 
corporation  shall  not  be  liable  for  any  debt  or  obligation  of  the  corporation,  unless 
the  same  shall  have  beeu  contracted  with  the  approval  of  said  Advisory  Board, 

The  Advisory  Board  shall  not  be  abolished  or  any  vacancy  created  therein  by 
any  by-law  or  provision  in  the  constitution  of  said  American  Chamber  of  Commerce, 
Manufactures,  Trade,  and  Agriculture.  The  members  of  said  Advisory  Board  shall 
hold  office  during  good  behavior,  and  shall  preside  at  their  meetings  in  the  order 
herein  mentioned.  The  Secretary  and  Treasurer  shall  be  appointed  by  them,  and 
shall  make  all  reports  to  them,  and  all  accounts  of  the  Treasurer  and  Secretary  shall 
be  audited  by  the  said  Advisory  Board  They  shall  at  all  times  be  subject  to  the 
call  of  their  chairman,  and  four  members  of  said  board  shall  constitute  a quorum 
for  business. 

ARTICLE  VIII. 

Duties  of  Standing  Committees. 

Of  the  Executive  Committee.— The  Executive  Council,  consisting  of  twenty-seven 
members,  shall,  under  the  direction  of  the  Chamber,  have  a general  control  of  the 
affairs  of  the  members.  It  shall  direct  the  preparation  of  the  Annual  Report  to  the 
members.  It  shall  consider  all  nominations  for  membership  and  the  Standing 
Committees,  and  report  the  same  regularly  to  the  members.  It  shall  have  power 
to  accept  resignations  and  remit  fees  as  hereinbefore  provided  in  Article  V.  Five 
members  shall  form  a quorum. 

Upon  complaint  of  any  member  for  dishonorable  conduct  or  dealings  on  the 
part  of  any  other  member,  it  may,  in  its  discretion,  report  the  complaint  to  the 
Chamber,  with  recommendations  to  expel  the  offending  member,  but  not  otherwise ; 
always  provided,  that  it  give  to  the  member  complained  of  an  opportunity  for  a 
prior  hearing,  either  in  person  or  by  proxy,  before  making  such  report. 

The  Executive  Council  shall  hold  a meeting  on  the  same  day  as,  or  on  the  day 
next  preceding,  the  regular  meeting  of  the  members. 

Of  the  Committee  of  Arbitration  and  of  Appeal. 

The  Committee  of  Arbitration  shall  consider  and  decide  all  mercantile  disputes 
which  may  arise  between  members  of  the  Chamber,  or  between  parties  claiming 
by,  through,  or  under  them,  which  may  be  referred  to  it  by  mutual  agreement. 

This  committee  shall  consist  of  five  members,  who  shall  be  elected  by  ballot. 

A chairman  and  two  other  members  of  the  committee  shall  be  elected  at  the 
regular  annual  June  meeting,  and  two  members  shall  be  elected  at  the  regular 
meeting  of  December  in  each  year,  and  shall  hold  office  for  one  year. 

An  appeal  may  be  taken  from  any  decision  of  the  Committee  of  Arbitration, 
provided  that  notice  of  the  appeal  in  writing  be  served  on  the  Chairman  of  the 
Committee  of  Arbitration,  and  on  the  opposite  party,  within  ten  days  after  the 
award  in  the  case  shall  have  been  made  and  notice  thereof  shall  have  been  served 
on  the  parties. 

The  Committee  of  Appeal  shall  consist  of  the  President,  the  First  and  Second 
Vice-Presidents,  and  the  Treasurer  of  the  Chamber,  together  with  the  Chairman  of 
the  Committee  of  Arbitration. 

The  Committees  of  Arbitration  and  of  Appeal,  respectively,  shall  have  power  to 
adopt  such  rules  and  regulations  as  they  shall  find  necessary  from  time  to  time ; 
and  they  shall  keep  minutes  of  their  proceedings  and  decisions,  which  shall  be  in 
the  charge  of  the  Secretary  of  the  Chamber  for  the  inspection  of  the  members. 

It  shall  be  the  duty  of  the  members  of  the  Committees  of  Arbitration  and  Appeal, 
respectively,  to  meet,  hear,  and  determine  with  reasonable  promptitude  all  cases 
which  may  be  submitted  to  them.  And  the  committees  shall  report  to  the  Chamber 
any  neglect  or  refusal  of  any  member  to  perform  his  duty,' at  the  next  regular  meet 
ing  after  such  neglect  or  refusal. 


29 


The  Committee  of  Arbitration  shall  have  power  to  appoint  a clerk,  to  prescribe 
his  duties,  and  to  fix  his  emoluments ; and  such  clerk  shall  also  serve  the  Committee 
of  Appeal. 

In  the  case  of  a,  vacancy  occurring  in  either  of  the  Committees  of  Arbitration  or 
Appeal,  the  vacancy  shall  be  tilled  at  the  next  meeting  of  the  Chamber. 

Of  other  Standing  Committees. 

Their  duty  shall  be  to  examine  into  and  make  report  upon  such  subjects  as  may 
be  referred  to  them  by  the  Chamber,  or  they  may  originate  and  report  to  the 
Chamber  such  views  as  they  may  deem  proper  for  its  consideration. 

They  shall,  respectively,  keep  regular  minutes  of  their  meetings  and  proceed- 
ings. in  which  the  Secretary  shall  give  them  all  required  assistance,  and  they  shall 
make  an  annual  written  report  to  the  board  at  its  regular  annual  June  meeting. 

ARTICLE  IX. 

The  principal  officer  of  every  Chamber  of  Commerce,  Board  of  Trade,  Exchange, 
and  other  public,  commercial,  manufacturing,  financial,  and  agricultural  associa- 
tion in  the  United  States,  shall  be  an  ex-officio  member  of  this  Chamber,  as  soon  as 
the  Executive  Committee  of  this  Chamber  shall  order  to  be  placed  on  record  in  the 
minutes  of  proceedings  that  such  chamber,  board,  or  association  shall  be  within  the 
intent  and  meaning  of  this  article.  Put  no  such  ex-officio  member  shall  be  entitled 
to  vote,  except  by  consent  of  a majority  of  members  present  at  a meeting  when 
such  vote  shall  be  taken. 

ARTICLE  X. 

Quorum  and  Adjournment. 

Seven  members  of  the  Chamber,  of  which  number  the  President  or  one  of  the 
Vice-Presidents  must  always  be  one,  shall  be  necessary  to  form  a quorum  for  the 
transaction  of  business. 

In  case  a quorum  shall  not  be  present  at  the  time  fixed  for  any  regular  meeting 
of  the  members,  the  President,  or,  in  his  absence,  the  senior  Vice-President 
present,  may  adjourn  the  meeting  to  such  other  day  in  the  same  month  as  he  may 
judge  proper;  but  in  case  there  be  no  quorum  present  at  the  time  fixed  for  any 
special  meeting,  such  adjournment  shall  not  be  made,  except  by  the  consent  of 
two-thirds  of  the  members  present. 

If  there  fail  to  be  a quorum  from  the  absence  of  the  prescribed  officers,  it  shall 
be  the  duty  of  the  secretary  to  declare  the  meeting  adjourned  sine  die. 

ARTICLE  XI. 

Rules  of  Order. 

At  all  the  regular  meetings  of  the  members  (except  the  Annual  Meeting,  for 
which  a special  order  shall  be  prepared  each  year  by  the  Executive  Committee', 
the  regular  order  of  business  shall  be : 

1.  Reading  of  the  Minutes. 

2.  Report  of  the  Executive  Committee  on  Nominations  for  Membership. 

3.  Ballot  for  Members. 

4.  Report  of  Executive  Committee. 

5.  Reports  of  Standing  Committees,  in  their  order,  at  the  call  of  the  President. 

6.  Reports  of  Special  Committees. 

7.  Unfinished  Business. 

8.  New  Business. 

Members  having  any  motion  or  remarks  to  make  shall  rise  and  address  the 
chair.  All  resolutions  or  propositions  of  whatever  nature  must  be  reduced  to  writ- 
ing before  they  can  be  entertained.  The  time  to  be  taken  by  .any  member  in  debate 
may  be  limited  by  the  presiding  officer  at  the  request  of  the  members.  Each  mem- 
ber shall  be  entitled  to  the  floor,  without  interruption,  for  such  time  as  may  be 
allowed  to  him.  Where  reports  of  committees  are  submitted  to  debate,  the  chair- 
man of  the  committee  introducing  such  report  may  open  and  close  the  debate. 

At  special  meetings  called  to  hear  and  consider  reports  of  committees  ordered 
by  the  members,  no  new  propositions  or  resolutions  in  the  nature  of  substitutes 


30 


(except  the  report  ot  the  minority  of  the  committee,  if  any),  shall  be  introduced  or 
debated  until  after  final  action  shall  have  been  taken  upon  the  report  of  such  com" 
mittee,  when,  if  it  be  rejected,  such  new  propositions  or  resolutions  may  be  enter- 
tained, but  no  business  other  than  that  named  in  the  requisition  and  call  for  the 
special  meeting  shall  be  entertained,  even  though  unanimous  consent  be  had. 

Members  having  appeared  ^t  the  meeting  shall  not  withdraw  previous  to 
adjournment,  except  by  permission  from  the  President. 

ARTICLE  XII. 

Privileges  of  Strangers. 

Members  of  the  Chambers  may,  by  ticket,  introduce  to  the  rooms,  and  the  use 
of  the  Library,  Newspapers,  and  Magazines,  any  stranger,  and  such  ticket  shall  be 
available  for  one  month  from  date. 

ARTICLE  XIII. 

Powers  of  Delegations. 

Delegations,  or  Committees  which  may  be  appointed  by  this  Chamber  at  any 
time  to  represent  it  at  any  meeting  of  Chambers  of  Commerce  or  Boards  of  Trade, 
or  at  any  other  convention,  meeting,  or  assembly  whatever,  shall  have  no  authority, 
by  virtue  of  such  appointment,  to  bind  the  members  to  concur  in  the  action  of  any 
such  body ; but  such  delegations  or  committees  shall  report  to  the  Chamber  all 
propositions  or  action  of  such  body  for  its  concurrence  or  dissent. 

Delegations  or  Committees  from  any  Board  of  Trade,  Chamber  of  Commerce, 
or  other  organization,  invited  to  attend  any  meeting  of  this  Board,  shall  have  the 
privilege  of  addressing  the  meeting,  but  without  the  power  of  voting  for  officers 
or  on  questions  of  income  or  expenditure. 

ARTICLE  XIV. 

All  proposed  amendments  to  these  Rules  and  Regulations  shall  be  submitted, 
in  writing,  at  a regular  meeting  of  the  members,  and  if  agreed  to  by  a majority  of 
members  present,  and  approved  by  the  Advisory  Board  and  the  Executive  Council, 
shall  be  adopted ; but  no  such  amendments  shall  be  acted  upon  before  the  next 
regular  meeting. 


°0 


I ■$- 


DUES.— The  Annual  dues  are  limited  to  $5,  and  no  further  liability  is  incurred  by  Membership. 


